Michael Hosting, Respondent,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A20-0325

Michael Hosting,
Respondent,

vs.

Eagleview Logistics, Corp., et al.,
Appellants.

Filed November 23, 2020
Affirmed
Smith, Tracy M., Judge

Fillmore County District Court
File No. 23-CV-19-768

Ryan Murphy, Samuel Andre, Fredrikson & Byron, P.A., Minneapolis, Minnesota (for
respondent)

Daniel P. Doda, Doda & McGeeney, P.A., Rochester, Minnesota (for appellants)

Considered and decided by Smith, Tracy M., Presiding Judge; Worke, Judge; and
Connolly, Judge.
U N P U B L I S H E D O P I N I O N
SMITH, TRACY M., Judge
Respondent Michael Hosting, a Minnesota resident, brought suit in Minnesota
against appellants Eagleview Logistics Corp. a nd its president and sole shareholder Billy
Joe Robinson Jr. for nonpayment of a promissory note. Eagleview is an Ohio corporation,
and Robinson is an Ohio resident. Appellants moved to dismiss the complaint for lack of

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personal jurisdiction, and the district c ourt denied their motion. Because Hosting
sufficiently alleged that an employee or agen t acting on behalf of appellants solicited an
economic relationship with Ho sting while in Minnesota, a nd because the terms of the
resulting promissory note likewise connect appellants to Minnesota, we conclude that the
requisite minimum contacts exist between a ppellants and Minnesota to support personal
jurisdiction. We affirm.
FACTS
Because this case is before us on appeal from denial of a motion to dismiss for lack
of personal jurisdiction, we take the facts alleged in the complaint and supporting evidence
as true and draw all reasonable inferences in favor of the plaintiff, here Hosting. See
Hardrives, Inc. v. City of LaCrosse, 240 N.W.2d 814, 816 (Minn. 1976) (citation omitted).
Eagleview serves as an independent co ntractor for FedEx Ground in Ohio,
delivering packages. Hosting is a retired tradesman, living in Minnesota. Hosting first came
into contact with appellants in 2016 based on an encounter in Minnesota with J.M. J.M.
had attended college with Hosting’s nephew in Winona, and J.M. was in Minnesota for a
visit. Hosting met J.M. through his nephew, a nd J.M. told Hosting th at appellants were
looking for financing to purc hase additional FedEx ground routes. Hosting believed J.M.
was a “managing employee” of a ppellants. Hosting expressed interest in investing in
Eagleview, and J.M. provided appellants’ contact information and told Hosting to contact
Robinson—which Hosting did. From Minnesota, Hosting called Robinson and relayed his

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interest in investing in Eagleview. Hos ting and Robinson spoke several times on the
phone.1
Appellants were aware that Hosting was a Minnesota resident because appellants
prepared the promissory note in Ohio and sent it to Hosting’s Minnesota address. Further,
the terms of the note stated that all paymen ts would be made to Hosting at his Canton,
Minnesota, address. The note was signed on June 8, 2017. Under the terms of the note,
Hosting loaned appellants $550,000 with a 12% interest rate and appellants were to repay
Hosting over five years.
One year later, appellants stopped paying Ho sting. After unsuccessful efforts to
contact appellants, Hosting filed this action to recover the balance of the loan.
Appellants moved to dismiss the complaint for lack of personal jurisdiction under
Minn. R. Civ. P. 12.02(b).2 Both parties submitted affidavits in connection with the motion.
Appellants sought to establish that J.M. was unaffiliated with appellants and therefore not
soliciting business on their behalf. Hosting’s affidavit asserted his understanding that J.M.
was an employee of appellants and was solic iting business on their behalf. The district
court took as true the allega tions in Hosting’s complaint and supporting evidence and
denied appellants’ motion to dismiss.
This appeal follows.

1 Appellants assert that, during the negotiations , Hosting traveled to Ohio to meet with
Robinson and observe Eagleview’s facilities.

2 Appellants also sought dismissal for failure to state a claim under Minn. R. Civ. P.
12.02(e), which the district court denied. That ruling is not before us.

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D E C I S I O N
The only issue in this appeal is whether the district court erred by determining that
there are sufficient minimum contacts betw een appellants and Minnesota to exercise
personal jurisdiction over appellants in this case.
As an initial matter, we note some di sagreement between the parties over our
standard of review. Appellants argue it is de n ovo; Hosting agrees that the standard is de
novo but also asserts that the district court made findings of fact that must be reviewed
under a clearly-erroneous standard. We disagree that a clearly-erroneous standard applies.
In its ruling, the district court described the assertions that Hosting made in his complaint
and affidavit and properly took those assertions as true for purposes of deciding the motion.
See Hardrives, Inc. , 240 N.W.2d at 816 (explaining that a party asserting that personal
jurisdiction is proper “need only make a pr ima facie showing of sufficient Minnesota-
related activities through the co mplaint and supporting eviden ce, which will be taken as
true”). It did not make factual findings subjec t to review for clear error. The standard of
review is therefore the de novo standard that applies to district co urt rulings on personal
jurisdiction. See Rilley v. MoneyMutual, LLC, 884 N.W.2d 321, 326 (Minn. 2016). And, in
the event that the case is close, we must resolve any doubt in favor of retaining jurisdiction.
Hardrives, Inc., 240 N.W.2d at 818.
For a Minnesota court to exercise pers onal jurisdiction over an out-of-state
defendant, two conditions must be met: (1) ju risdiction must fall within the provisions of
the Minnesota long-arm statute, found at Minn. Stat. § 543.19, subd. 1 (2018); and
(2) jurisdiction must not violate the Due Process Clause of the Fourteenth Amendment to

5
the federal Constitution. Domtar, Inc. v. Niagara Fire Ins. Co., 533 N.W.2d 25, 29 (Minn.
1995) (citing World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 291, 100 S. Ct.
559, 564 (1980); Int’l Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S. Ct. 154, 158
(1945)). “Because Minnesota’s long-arm statut e is coextensive w ith the constitutional
limits of due process, the inquiry necessarily focuses on the personal-jurisdiction
requirements of the federal constitution.” Lorix v. Crompton Corp., 680 N.W.2d 574, 577
(Minn. App. 2004), review denied (Minn. Sept. 21, 2004). And, because the inquiry
involves the federal Due Process Clause, fede ral caselaw may be useful in resolving the
question. Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 411 (Minn. 1993).
There are two kinds of personal ju risdiction: general and specific. Daimler AG v.
Bauman, 571 U.S. 117, 127, 134 S. Ct. 746, 754 (2014) (citations omitted). The type of
jurisdiction informs the analysis of any minimum contacts with the forum state. Id. at 132-
33, 134 S. Ct. at 757-58. General personal juri sdiction allows a court to exercise personal
jurisdiction for all claims and cases that arise against a defendant that is “at home” within
the state. Id. at 127, 134 S. Ct. at 754 (citations omitted). Specific personal jurisdiction, on
the other hand, allows the court to exercise jurisdiction over a defenda nt for the specific
case “when a plaintiff’s suit arises from or re lates to the defendant’s forum contacts.”
Young v. Maciora , 940 N.W.2d 509, 514 (Minn. Ap p. 2020) (quotation and citation
omitted). Both parties agree that specific personal jurisdiction is at issue here. Therefore,
we will only assess appellants’ contacts with Minnesota that gave rise to this case.
Under long-standing federal precedent, an out-of-state defendant must have
“minimum contacts” with Minnesota so that exercising personal jurisdiction will not offend

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“traditional notions of fair pl ay and substantial justice.” Int’l Shoe, 326 U.S. at 316, 66
S. Ct. at 158 (quotation omitted). These cont acts must be such th at the out-of-state
defendant can “reasonably anticipate bein g haled into court” in Minnesota. World-Wide
Volkswagen, 444 U.S. at 297, 100 S. Ct. at 567. The minimum-contacts analysis is fact-
dependent and looks at any contacts alleged by the plaintiff “in the aggregate and not
individually, by looking at the totality of the circumstances.” Rilley, 884 N.W.2d at 337
(citing Northrup King Co. v. Compania Producto ra Semillas Algodoneras Selectas, S.A.,
51 F.3d 1383, 1388 (8th Cir. 1995)).
Minnesota courts use a five-factor test to determine whether the exercise of personal
jurisdiction comports with the long-arm statute and due-process considerations. Juelich v.
Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 570 (Minn. 2004). The court evaluates:
(1) the quantity of the appellants’ contacts with Minnes ota, (2) the nature and quality of
those contacts, (3) the connection between the cause of action and those contacts,
(4) Minnesota’s interest in providing a forum in the case, and (5) th e convenience of the
parties. Id. (citing Hardrives, Inc., 240 N.W.2d at 817). The firs t three factors are used to
evaluate the establishment of “minimum c ontacts” with Minnesota, and the final two
factors determine whether exercising jurisdiction is reasonable when considering “fair play
and substantial justice.” Id.
Here, only two of the five factors—the quantity of any minimum contacts and the
nature and quality of those co ntacts—are substantially disp uted. Regardless, we address
each factor in turn.

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Quantity of contacts
No threshold number of contacts is necessary to exercise personal jurisdiction over
an out-of-state party; indeed , even a “single, isolated tr ansaction between a nonresident
defendant and a resident plaintiff can be a su fficient contact to justify exercising personal
jurisdiction.” Marquette Nat’l Bank of Minneapolis v. Norris, 270 N.W.2d 290, 295 (Minn.
1978).3
Appellants assert that the qua ntity of their contacts with Minnesota is “virtually
nonexistent.” They contend that, under Walden v. Fiore, 571 U.S. 277, 285-86, 134 S. Ct.
1115, 1122-23 (2014), it is the defendant’s cont act with the forum state that matters, not
the contacts with the state’s residents, and th at appellants did not have contacts with
Minnesota. But, as Walden recognizes, courts must focus on “the defendant’s conduct,”
and a defendant’s conduct of soliciting and entering into a continuing business relationship
within a state may be considered as relevant contacts with the forum state. Id. at 285, 134
S. Ct. at 1122. “[P]hysical entry into the State—either by the defendant in person or through
an agent, goods, mail, or some other means—is certainly a relevant contact.” Id. (citing
Keeton v. Hustler Magazine, Inc. , 465 U.S. 770, 773-74, 1 04 S. Ct. 1473, 1478 (1984)).

3 Appellants argue that there were more contacts between Hosting and Ohio than between
appellants and Minnesota and that this factor therefore weighs against exercising personal
jurisdiction in this case. In par ticular, they allege that Hosting traveled to Ohio to inspect
appellants’ facilities and meet Robinson, and th at all payments were in fact made to a
Morgan Stanley office in Ohio, despite the promissory note’s provision that they be made
in Minnesota. While each of these facts may be true, the issue is not whether jurisdiction
would be proper in Ohio bu t rather whether a Minnesota court may exercise personal
jurisdiction. Hosting need only prove a prima facie case of personal jurisdiction, which can
be based on even one contact be tween appellants and Minnesota. Norris, 270 N.W.2d at
295.

8
And the Minnesota Supreme Co urt similarly stated in Rilley that “long-established
precedents allow[] courts to exercise pers onal jurisdiction over [out-of-state] defendants
based in part on commercial cont acts with businesses or reside nts that are located inside
the forum.” 884 N.W.2d at 329 (citations omitted).
Here, appellants’ contacts in Minnesota included J.M.’s solicitation of business
from Hosting during J.M.’s visit to Minnesota; appellants’ sending of the promissory note
to Hosting in Minnesota; and appellants’ entry into a promissory note that created a multi-
year relationship with a Minnesota resident and provided for payment to be made in
Minnesota. Consistent with Walden and Rilley, these are all relevant contacts with the
forum state.
Hosting argues that phone calls and other communications between the parties while
they were in their respective states should al so be considered as contacts. Hosting and
Robinson engaged in several phone calls and other communi cation in the note’s drafting.
Appellants argue against considering these c ontacts because “Minnesota courts have
routinely held that phone and mail contacts are insufficient to exercise personal jurisdiction
over a foreign defendant.” See Dent-Air, Inc. v. Beec h Mountain Air Serv., Inc ., 332
N.W.2d 904, 908 (Minn. 1983); Leoni v. Wells, 264 N.W.2d 646, 647 (Minn. 1978); S.B.
Schmidt Paper, Co. v. A to Z Paper, Co., 452 N.W.2d 485, 488-89 (Minn. App. 1990). But
this case does not involve phone and mail contacts alone; we must look at all of appellants’
contacts with Minnesota in the aggregate. Rilley, 884 N.W.2d at 337. Those contacts
include the phone and mail co mmunications between appellants and Hosting in pursuing
the loan from Hosting.

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Hosting argues that we also should take into account the phon e calls between the
parties attempting to resolve this dispute before he brought suit. In a previous decision, we
concluded that it would be inappropriate to treat a party’s contacts subsequent to its
business in the state as a basis for persona l jurisdiction “when those contacts occurred
solely as part of an effort to settle a dispute.” KSTP-FM, LLC v. Specialized Commc’ns,
Inc., 602 N.W.2d 919, 925 (Minn. App. 1999). To place such a weight on this type of
subsequent contacts would “amount to a form of civil entrapment not contemplated in law.”
Id. (quoting In re Shipowners Litigation , 361 N.W.2d 112, 115 (Minn. App. 1985)). We
therefore do not consider the subsequent phone calls between the parties.
But, even excluding the subsequent c ontacts between Hosting and appellants, a
sufficient quantity of contacts exists between appellants and Minnesota to weigh in favor
of the exercise of personal jurisdiction.
Nature and quality of contacts
Next, we consider the nature and quality of the contacts be tween appellants and
Minnesota. Here, we analyze whether appellants “purposefully availed” themselves of the
benefits and protections of the forum state. Dent-Air, Inc., 332 N.W.2d at 907. Personal
jurisdiction applies when an out-of-state defendant “purposefully directs” their activities at
the forum state. Rilley, 884 N.W.2d at 327-28 (quotation omitted). Out-of-state defendants
do that when they “purposefully ‘reach[] out beyond’ their State and into another by, for
example, entering a contractual relationship that ‘envisioned continuing and wide-reaching
contacts’ in the forum State.” Walden, 571 U.S. at 285, 134 S. Ct. at 1122 (quoting Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 479-80, 105 S. Ct. 2174, 2186 (1985)).

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Here, J.M., acting on behalf of appellants, initiated the first contact with Hosting in
Minnesota. “A crucial factor in determini ng whether a single sale suffices to justify
personal jurisdiction is whether the nonresident in some way solicited the sale or actively
engaged in negotiating its terms.” KSTP-FM, LLC, 602 N.W.2d at 924.
Appellants argue that J.M.’s solicitation of Hosting in Minnesota does not satisfy
this factor because they refu ted Hosting’s assertion that J. M. was appellants’ “managing
employee” by introducing affidavit testimony from both Ro binson and the third party to
that effect. Thus, they argue, J.M. was not acting on their behalf and they did not solicit in
Minnesota. It is true that Hosting cannot rely on his pleading alone in making a prima facie
case of personal jurisdiction. See, e.g., Rilley, 884 N.W.2d at 334-35; Sasser v. Republic
Mortg. Inv’rs, 269 N.W.2d 758, 761 (Minn. 1978). But Hosting did not do so; he submitted
an affidavit describing his interaction with J. M. and supporting his be lief that J.M. was a
“managing employee” of appellants. While there may be some question as to whether J.M.
was truly a “managing employee” of appellants, some other type of agent of appellants, or
not affiliated with them at all, the court must accept Hosting’s pl eadings and supporting
documents as true even if appellants dispute those facts. See S.B. Schmidt Paper, Co., 452
N.W.2d at 487 (citing Dent-Air, Inc., 332 N.W.2d at 907 n.1).
Appellants also argue that this factor is not met because the nature of the business
relationship here was insufficient. They rely primarily on three cases. In CHS Inc. v.
Farmers Propane Inc., 397 F. Supp. 3d 1324 (D. Minn. 2019), a Minnesota business, CHS,
sued Farmers Propane, an Ohio corporation, in Minnesota to recover the amount due under
a promissory note. Id. at 1328. The federal district cour t rejected personal jurisdiction,

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stating that any relationship between the two parties “consist[ed] of wire transfers to
Minnesota” and “existed only for approximately five years.” Id. at 1332. CHS has
similarities to this case, whic h also involves a five-year pr omissory note. But a key fact
distinguishes the two cases. In CHS the federal district court noted that Farmers Propane
never traveled to Minnesota and that “C HS concedes that its Ohio-based sales
representative ‘may have been the primary po int of contact for Farmer’s Propane when it
was purchasing propane.’” Id. at 1331. Again, accepting Ho sting’s allegations as true,
appellants solicited Hosting in Minnesota.
Appellants also rely on the Minne sota Supreme Court’s decision in Dent-Air, Inc.
There, Dent-Air, a Minnesota corporation, leased three airplanes to a North Carolina
resident and corporation. Dent-Air, Inc., 332 N.W.2d at 906. Wh en the North Carolina
resident and corporation breached their leases, Dent-Air brought suit in Minnesota. Id. The
Minnesota Supreme Court rejected personal jurisdiction because Dent-Air had “sought
out” the North Carolina resident and corporation. Id. at 908. Because Dent-Air “made all
the arrangements for the leases and traveled to North Carolina for their negotiation and
execution,” the nature and qua lity of any contacts with Mi nnesota were insufficient to
support personal jurisdiction. Id. Here, appellants solicited Hosting in Minnesota and sent
the promissory note from Ohio to Minnesota for Hosting’s review. Therefore, Dent-Air is
distinguishable from this case.
Finally, appellants cite Fourth Nw. Nat'l Bank of Minneapolis v. Hilson Indus., Inc.,
117 N.W.2d 732 (Minn. 1962). There, Hils on Industries, a Kentucky and then Ohio
corporation, purchased coolers from Atland Manufacturing, a Minnesota corporation. Id.

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at 733. When Hilson discovered defects in th e coolers, Atland and Hilson met in Ohio,
where they negotiated and signed promissory notes for the remaining price of the contract.
Id. These notes were to be paid in Minnesota. Id. The Minnesota Supreme Court rejected
personal jurisdiction over Hilson in a suit alleging a breach of these promissory notes. Id.
at 732-33. The supreme court noted that th e only relevant contact between Hilson and
Minnesota was that the promissory notes at issue were to be paid in Minnesota. Id. at 736.
That is different than in this case, where Hosting alleges more substantial contacts between
appellants and Minnesota than just payment of the note in Minnesota.
Here, appellants, through J.M., solicited business from a Minnesota resident in
Minnesota. Appellants knew Hosting was a Minnesota resident, negotiated the promissory
agreement with Hosting while Hosting was in Minnesota, and drafted and sent the
promissory note to Hosting in Minnesota. The promissory note—in the amount of
$550,000—provided that Hosting would be paid monthly over th e course of five years in
Canton, Minnesota, and Hosting accessed thos e payments there. Together, these facts
demonstrate that appellants’ contacts with Mi nnesota were not “random, fortuitous, or
attenuated.” See St. Paul Fire & Marine Ins. Co. v. Courtney Enters., Inc., 108 F. Supp. 2d
1057, 1061 (D. Minn. 2000) (finding that a contractual relationship anticipating a
continuing relationship with a Minnesota company “can in no sense be viewed as random,
fortuitous, or attenuated” (quotations om itted)). Rather, they sh ow that appellants
“purposefully availed” themselves of th e benefits and protection of Minnesota. See N.
Pump & Supply Co. v. Baumann, 249 N.W.2d 182, 186 (Minn. 1976).
Therefore, this factor favors exercising personal jurisdiction in this case.

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Connection between cause of action and contacts with the forum state
The third factor is the connection between the cause of action and the out-of-state
defendant’s contacts with the forum state. Appellants acknowl edge that the promissory
note is connected to Hosting’ s cause of action but argue th at the connection does not
establish personal jurisdicti on because Hosting was the in itiating party in the business
relationship and the quantity, nature, and quality of the contacts do not favor jurisdiction.
However, as explained above, Hosting has sufficiently estab lished appellants’ role in
initiating the business and relationship and has set forth the requisite quantity and quality
of minimum contacts for a Minnesota court to exercise personal jurisdiction. Therefore,
the third factor favors the exercise of personal jurisdiction.
Forum state’s interest
The fourth factor is the forum state’s interest in providing a forum. This factor is a
secondary factor, not considered unless the fi rst three factors are met; it goes to the “fair
play and substantive justi ce” analysis required under Int’l Shoe. Juelich, 682 N.W.2d at
570. Because neither party contests Minnesota’s interest in providing a forum in this case,
this factor favors exercising personal jurisdiction.
Convenience of parties
The convenience of the parties, like Minnesota ’s interest in providing a forum, is
also a secondary factor. Dent-Air, Inc., 332 N.W.2d at 907. There is a strong presumption
in favor of the plaintiff’s choice of forum. Bergquist v. Medtronic, Inc., 379 N.W.2d 508,
511 (Minn. 1986). In addition, the court reco gnizes that “[w]hen minimum contacts have
been established, often the interests of the plaintiff and the forum in the exercise of

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jurisdiction will justify even the serious burdens placed on the alien defendant.” Asahi
Metal Indus. Co. v. Superior Court of Cal. , 480 U.S. 102, 114, 107 S. Ct. 1026, 1033
(1987).
Other than arguing that Ohio is home to more of the witnesses, parties, and evidence,
appellants make little mention of any specific inconvenience that they would suffer were
the case tried in Minnesota. C onsidering the presumption in fa vor of Hosting’s choice of
forum, this factor favors the exercise of personal jurisdiction.
In sum, applying each of the five factor s used to determine whether the exercise of
personal jurisdiction comports with the long-arm statute and due process, we conclude that
the district court did not err by exercising personal jurisdiction over appellants in this case.
Affirmed.